We propose the development of a new Adaptive Microscopy Platform (AMP) for Bio-Imaging. The AMP is a miniature array of tunable digital microscopes capable of working in multiple modes such as bright field, dark field, and fluorescence. This new platform will revolutionize the way high throughput and high-resolution imaging techniques are being applied, increasing screening/detection speed and lowering experimental costs. For example, the miniature platform can be used for inexpensive disease diagnostics, image cytometry, or be integrated with microfluidic systems to simultaneously monitor biochemical processes in multiple chambers. The AMP concept relies on embedding crucial microscope components in stackable tunable layers. Individual plates can contain an array of elements such as light sources, lenses, filters, and detectors. The focus of this project will be on the development of an array of tunable high-performance microscopes which will allow the user to easily adjust imaging parameters including magnification, field of view, resolution, and imaged region at the sample. This capability will be accomplished by controlling lens power and surface shape in layers of tunable optics. These changes can be applied individually for different microscopes and re-optimized to provide the highest optical performance. The individual AMP layers will be assembled using micro-fabricated, embedded kinematic mounts so no manual alignment will be necessary, while the design and stacking of AMP modules will be accommodated within fabrication tolerances. The system tunability will be based on building arrays of multi-electrode electrowetted lenses. The research will focus on two directions. (1) First the integrated array of a 1x4 microscope array will be built to use with TB slides and with a TB MODS culture assay. The system will combine custom static and commercial active components and will allow defocus, magnification change and optimization of system performance. Components of this adaptive array will provide 0.5 NA (Numerical Aperture) with an average FOV (Field of View) of 0.5 mm, focusing range of +/-100 microns (in object space) and approximately 2 fold magnification change (allowing adjusting further FOV). The system will be evaluated with a number of standard evaluation tests (resolution targets, slanted edge technique etc.), as well as through imaging of TB (smear) slides and MODS culture assays. (2) In parallel we will work on a multi-electrode tunable lens to enable a demonstrator objective with high > 0.8 NA.